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Election to the Board First elected to the Board of Directors in December 2009 by the founders’ meeting. He has acted as Chairman of the Board of JSC FPC since December 2009.
Education Graduated from Leningrad Electrotechnical Institute with a degree in Systems Engineering.
Experience Since 2002, he has worked with the Russian Ministry of Transport and JSC RZD in various roles.
In 2007, he was appointed Vice-President for Corporate Governance at JSC RZD.
From 2010 until 2015, he served as Senior Vice-President of JSC RZD.
From 2007 to 2015, he was member of JSC RZD’s Management Board.
In 2015, he was appointed Advisor to the President of JSC RZD.
Positions held in other companies Member of the board of directors at: OJSC UK Murmansk Transport Hub, JSC Company TransTeleCom, رJSC South Caucasus Railway, JSC High-Speed Rail Lines.
Gennady Verkhovykh
Deputy Chairman of the Board of Directors
Year of birth 1959
Nationality Russian Federation
Election to the Board First elected to the Board of Directors in December 2009 by the founders’ meeting. He has acted as Deputy Chairman of the Board of JSC FPC since December 2009.
Education Graduated from Leningrad Institute of Railway Engineers with a degree in Railway Operation.
Experience In 2005, he was appointed Deputy Head for Passenger Transport at the Oktyabrskaya Railway, a branch of JSC RZD.
In 2007, he was appointed Head of the Passenger Transport Department at JSC RZD.
From 2013 to 2015, he acted as Head of the Passenger Services Management Department at JSC RZD.
In 2015, he was appointed Senior Vice-President, Head of the Central Directorate for Infrastructure, a branch of Russian Railways, member of JSC RZD’s Management Board.
Positions held in other companies Member of the board of directors at: JSC TVZ, OOO Aeroekspress.
Mikhail Akulov
Executive Director
Year of birth 1960
Nationality Russian Federation
Election to the Board First elected to the Board of Directors in December 2009 by the founders’ meeting.
Education Graduated from Moscow Institute of Railway Engineers with a degree in Electrification of Railway Transport, and the Academy of National Economy under the Government of the Russian Federation.
Experience Since 2005, he has served as Vice-President of JSC RZD, member of JSC RZD’s Management Board.
From 2009 to 2016, he acted as Deputy General Director of JSC FPC.
Positions held in other companies Member of the board of directors at Oy Karelian Trains Ltd.
Semyon Smolyak
Independent Director
Year of birth 1978
Nationality Russian Federation
Election to the Board Elected to the Board of Directors in June 2015. Member of the Audit Committee of JSC FPC’s Board of Directors.
Образование Graduated from École supérieure de commerce de Pau (France) with a degree in Corporate Finance, and the University of Nottingham (UK) with a degree in Finance and Investment.
Experience From 2010 to 2013, he acted as Executive Director at OOO Morgan Stanley Bank.
From 2014 to 2015, he was Head of Strategy and Investment at OOO YurFinConsulting.
Since 2015, he has acted as CEO of OOO PF Capital.
Positions held in other companies Member of the board of directors at OOO STM Service.
Irina Shytkina
Independent Director
Year of birth 1965
Nationality Russian Federation
Election to the Board Elected to the Board of Directors in June 2014. Chairwoman of the Human Resources, Remuneration and Corporate Governance Committee of FPC’s Board of Director.
Education Graduated from Moscow State University with a degree in Law. Doctor of Law, Professor.
Experience Since 2009, she has been a professor of business law with the Law Faculty of Moscow State University.
From 2009 to 2011, she acted as Deputy General Director of OJSC Elinar Holding Company.
Positions held in other companies Member of the board of directors at: JSC Company TransTeleCom, JSC High-Speed Rail Lines, JSC VRK-1, JSC VRK-2, PJSC TransContainer, JSC OTLK, JSC Kaluga Plant Remputmash, ANO Russian Railways Corporate University, Poultry Farm Elinar-Broiler LLC. Chairwoman of the Board of Directors at Narpromrazvitiye LLC. Chairwoman of the Supervisory Board at OJSC Elinar Holding Company and CJSC Elinar.
Yuri Saakyan
Independent Director
Year of birth 1956
Nationality Russian Federation
Election to the Board Elected to the Board of Directors in June 2012. Member of the Strategic Planning Committee of JSC FPC’s Board of Directors.
Education Graduated from Moscow State University with a degree in Mechanics. PhD in Physics and Mathematics.
Experience From 1998 to 2005, he held senior positions with various commercial organisations.
Since 2005, he has acted as General Director of the Institute of Natural Monopolies Research (IPEM), and Chairman of the Academic Council at ANO IPEM.
Positions held in other companies Member of the Russian Government Interagency Committee on the structural railway transport reform; vice-president and member of the Supervisory Board at the Association of Railway Equipment Manufacturers, a nonprofit partnership. Member of the board of directors at JSC High-Speed Rail Lines.
Olga Gnedkova
Non-Executive Director
Year of birth 1960
Nationality Russian Federation
Election to the Board First elected to the Board of Directors in December 2009 by the founders’ meeting. Chairwoman of the Audit Committee of JSC FPC’s Board of Directors.
Education Graduated from Novosibirsk Institute of Railway Engineers with a degree in Accounting. PhD in Economics.
Experience Started her career in railways in 1981 as an accountant at the West Siberian Railway.
In 2000, she was appointed Chief Accountant at the West Siberian Railway.
In 2002–2004, she served as Deputy Head and Chief Accountant at the Moscow Railway.
In 2004, she was appointed Deputy Head of Economics and Finance at the Moscow Railway.
From 2004 to 2005, she was Head of the Financial Management Department at JSC RZD.
Since 2005, she has been holding the post of Head of the Corporate Finance Department at JSC RZD.
Positions held in other companies Member of JSC RZD’s Management Board. Member of the board of directors at: JSC Company TransTeleCom.
Valery Veremeev
Non-Executive Director
Year of birth 1976
Nationality Russian Federation
Election to the Board First elected to the Board of Directors in December 2009 by the founders’ meeting. Chairman of the Strategic Planning Committee of JSC FPC’s Board of Directors.
Education Graduated from Moscow State University of Railway Engineering (MIIT) with a degree in Economic Informatics and Automated Control Systems. PhD in Economics.
Experience From 2010 to 2012, he served as Head of the Economic Environment and Strategic Development Department at JSC RZD.
From 2012 to 2015, he acted as Advisor to the President of JSC RZD.
Since 2015, he has acted as Deputy CEO of JSC Freight One and member of the management board at JSC Freight One.
Positions held in other companies Member of the board of directors at: رJSC South Caucasus Railway, OJSC Yamal Railway Company.
Irina Kostenets
Non-Executive Director
Year of birth 1961
Nationality Russian Federation
Election to the Board Elected to the Board of Directors in June 2013.
Education Graduated from Irkutsk Institute of Railway Engineers with a degree in Construction of Railways, Track and Track Facilities, and the Academy of National Economy under the Government of the Russian Federation with a degree in Public Economic and Financial Management of Railway Transport.
Experience In 1998, she was appointed Head of the Economics Service and Deputy Head of Economics at the Krasnoyarsk Railway.
From 2003 to 2005, she served as Deputy Head of the Planning and Budgeting Department.
In 2005, she was appointed Head of the Organisational and Administrative Department at JSC RZD.
Since 2012, she has been Head of the Economics Department at JSC RZD.
Positions held in other companies Member of the board of directors at: СJSC South Caucasus Railway and PJSC TransContainer. Until December 2015, she had been member of the board of directors at JSC ZhASO Insurance Company.
Board of Directors’ Report
Valery Reshetnikov Chairman of the Board of Directors in 2015
The Board of Directors is elected every year by FPC’s annual General Shareholders Meeting in accordance with the Company’s Articles of Association and is composed of nine members. In June 2015, there were changes in the Board membership. Semyon Smolyak, CEO of OOO PF Capital, was elected to the Company’s Board of Directors for the 2015–2016 corporate year by the annual General Shareholders Meeting of FPC.
Anne-Marie Idrac stepped down as member of the Board of Directors.
In 2015, FPC’s Board of Directors comprised: three independent directors, one executive director and five non-executive directors, three of whom lead the committees of the Board of Directors.
The Company made efforts to ensure that every Board committee has independent directors as its members. From January to June 2015, the Company’s Board of Directors had four women and five men as its members, representing different age groups.
From July to December 2015, there were three women and six men on the Board of Directors, also coming from different age groups.
Educational Background, Skills and Experience of the Board Members
Members of JSC FPC’s Board of Directors have an impeccable business and personal reputation and an extensive track-record in rail transport and related industries, which ensures effective decision-making within the jurisdiction of the Board.
Six Directors have a track-record in the rail transport, including four Directors with over 30 years’ experience in the railway industry.
In March 2016, the extraordinary General Shareholders Meeting of JSC FPC removed all Directors from office before the expiration of their term and elected the new Board, which had the following membership: Mikhail Akulov, Olga Gnedkova, Petr Ivanov, Irina Kostenets, Sergey Maltsev, Andrey Sergeev, Tamara Stebunova, Maxim Shneider, and Kirill Yankov.
On 25 March 2016, Sergey Maltsev, Senior Vice-President of JSC RZD, was elected Chairman of the Board of Directors, and Mikhail Akulov, Vice-President of JSC RZD, was elected Deputy Chairman of the Board by a unanimous vote of Directors.
Educational background of DirectorsDirectors Mikhail Akulov, Valery Veremeev, Irina Kostenets, and Semyon Smolyak each have two higher education degrees. Directors Valery Veremeev, Olga Gnedkova, Yuri Saakyan, and Irina Shytkina each have an academic degree.
The Board’s mix of key professional competencies, %
Board of Directors Meetings
In 2015, 19 meetings of the JPC FPC’s Board of Directors were held, including 15 meetings in absentia and four meetings in person. The Board reviewed 171 issues during 2015.
Directors do not hold the Company’s shares; no claims were filed in 2015 against members of the Board of Directors in relation to their performance of duties as Directors.
The Company did not extend any loans to members of the Board of Directors.
No conflicts of interest were identified at the Board level.
Members of the Board of Directors provided timely information to the Board about the circumstances that could potentially lead to a conflict of interest, including information about interests related to any given transaction. To avoid potential conflicts of interest members of the Board of Directors did not vote on transactions in which they had an interest.
Attendance at Board meetings by individual membersDirector Anne-Marie Idrac was removed from office by resolution of the annual General Shareholders Meeting (Minutes No. 26 dated 29 June 2015). Semyon Smolyak was elected to the Board of Directors by resolution of the annual General Shareholders Meeting (Minutes No. 26 dated 29 June 2015). in 2015
Key resolutions of the Board of Directors in 2015
Approved JSC FPC’s budget for 2015–2017 / Approved JSC FPC’s budget for 2016–2018
Approved JSC FPC’s Investment Programme for 2015–2017
Approved the Action Plan for the Stabilisation of JSC FPC’s Financial and Economic Position for 2015
Approved JSC FPC’s medium-term Stabilisation Programme until 2017
Approved JSC FPC’s Action Plan for the Integration of Key Provisions of the Corporate Governance Code in 2015–2016
Set traffic safety targets for 2015
Approved JSC FPC’s Anti-Corruption Policy
Approved JSC FPC’s Risk Management Policy
Approved JSC FPC’s Internal Control Policy
Approved JSC FPC’s Code of Ethics
Signed an agreement between the Russian Ministry of Finance, State Corporation Bank for Development and Foreign Economic Affairs (Vnesheconombank), VTB Bank (PJSC) and JSC FPC on a state guarantee issued to secure the performance by FPC of its obligations
Approved FPC’s candidates to the boards of directors and audit commissions of JSC FPC’s subsidiaries and affiliates
Remuneration of Members of the Board of Directors
The principles regarding motivation for members of the Board of Directors, as well as payment of compensations / reimbursement of expenses to members of the Board of Directors, are set out in the Regulations on Remuneration and Reimbursement for Members of the Board of Directors of JSC FPC.
The level of remuneration depends on the extent to which a member of the Board of Directors is involved in the activities of the Board (remuneration for attending the Board meetings) and on the performance of the Company (annual remuneration).
Remuneration for participation in the Board meetings equals three times the minimum wage at Joint-Stock Company Russian Railways. This remuneration is not payable if the Company has losses above an anticipated level as at the last reporting date preceding the date when the Board meeting is held.
The level of a Director’s annual remuneration depends on their personal attendance of the Board meetings and personal contribution to the Company’s results.
The regulations also provide for the payment of an extra 50% and 25% to Chairman and Deputy Chairman of the Board of Directors, respectively, for performing their roles.
Members of the Board of Directors are not reimbursed for any expenses other than those incurred when travelling to the venue of the Board meetings or making other trips as part of their duties as members of the Company’s Board of Directors.
Non-executive and independent directors are not eligible for pension contributions, insurance programmes, investment programmes, or other benefits and privileges.
In 2015, the remuneration paid to members of the Board of Directors totalled RUB 2,781,601. The Board Chairman Valery Reshetnikov refused to take his remuneration. Mikhail Akulov donated his remuneration to Podari Zhizn (Gift of Life) charitable foundation.
Events after the reporting date
In February 2016, the extraordinary General Shareholders Meeting of JSC FPC amended the Regulations on Remuneration and Reimbursement for Members of the Board of Directors of JSC FPC to cap the amount of remuneration payable to a Director for attendance of the Board meetings during a corporate year.
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